Table of Contents

  **SECURITIES AND EXCHANGE COMMISSION****Washington, DC 20549****FORM 10-K/A****(Amendment No. 1)****(Mark One)**   þ **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934****For the Fiscal Year ended March 31, 2011****OR**   o **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934****For the transition period from                      to                     ****Commission File Number: 001-07731****EMERSON RADIO CORP.**(Exact name of registrant as specified in its charter)   Delaware 22-3285224   (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)   85 Oxford Drive, Moonachie, NJ 07074   (Address of principal executive offices) (Zip Code)Registrant’s telephone number, including area code: (973) 428-2000Securities registered pursuant to Section 12(b) of the Act:   Title of each class Name of each exchange on which registered   Common Stock, par value $.01 per share NYSE AmexSecurities registered pursuant to Section 12(g) of the Act: NoneIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 ofthe Securities Act. o YES þ NO.Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 orSection 15(d) of the Act). o YES þ NO.Indicate by check mark whether the registrant (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or forsuch shorter period that the registrant was required to file such reports) and (2) has been subjectto such filing requirement for the past 90 days. þ YES o NO.Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K isnot contained herein, and will not be contained, to the best of registrant’s knowledge, indefinitive proxy or information statements incorporated by reference in Part III of this Form 10-Kor any amendment to this Form 10-K. oIndicate by check mark whether the registrant has submitted electronically and posted on itscorporate Web site, if any, every Interactive Data File required to be submitted and postedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months(or for such shorter period that registrant was required to submit and post such files.) oYes o NoIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer or a smaller reporting company. See the definitions of “larger acceleratedfiler,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.(Check one):       o Large accelerated filer o Accelerated filer o Non-accelerated filer þ Smaller reporting company    (Do not check if a smaller reporting company)  Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of theAct). o YES þ NO.Aggregate market value of the voting and non-voting common equity of the registrant held bynon-affiliates of the registrant at September 30, 2010 (computed by reference to the last reportedsale price of the Common Stock on the NYSE Amex on such date): $26,744,733Number of Common Shares outstanding at July 29, 2011: 27,129,832DOCUMENTS INCORPORATED BY REFERENCE:None  
 
 

 
**EXPLANATORY NOTE**Unless the context otherwise requires, the term “the Company” and “Emerson,” refers to EmersonRadio Corp. and its subsidiaries.This Amendment No. 1 on Form 10-K/A (the “Form 10/KA”) to the Annual Report on Form 10-K (the“Annual Report”) of the Company for the fiscal year ended March 31, 2011, filed with the Securitiesand Exchange Commission (the “SEC”) on July 14, 2011, is filed solely for the purpose of includinginformation that was to be incorporated by reference from the Company’s definitive proxy statementpursuant to Regulation 14A of the Securities Exchange Act of 1934. The Company will not file itsproxy statement for its annual meeting of stockholders within 120 days of its fiscal year endedMarch 31, 2011, and is therefore amending and restating in their entirety Items 10, 11, 12, 13 and14 of Part III of the Annual Report. In addition, pursuant to Rule 13a-14(a) under the SecuritiesExchange Act of 1934, the Company is including with this Form 10-K/A certain currently datedcertifications. Except as described above, no other amendments are being made to the Annual Report.This Form 10-K/A does not reflect events occurring after the filing of the Annual Report on July14, 2011 or modify or update the disclosure contained in the Annual Report in any way other than asrequired to reflect the amendments discussed above and reflected below.**TABLE OF CONTENTS**     **Item** **Page**      Part III 10. Directors, Executive Officers and Corporate Governance  3      11. Executive Compensation  8      12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters  10      13. Certain Relationships and Related Transactions and Director Independence  11      14. Principal Accountant Fees and Services  14      Part IV 15. Exhibits and Financial Statements  15      Signatures  16      Exhibit Index          EX-31.1 EX-31.2 EX-32
 
2

Table of Contents
**PART III****ITEM 10** **— DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE****Directors**The following table sets forth certain information regarding the current directors of EmersonRadio Corp. (“Emerson,” “us” or the “Company”).                  **Year**          **First**          **Became**   **Name**  **Age**   **Director**  **Principal Occupation or Employment**Christopher Ho (1)  60   2006  Christopher Ho has served as theCompany’s Chairman since July2006. Mr. Ho is presently theChairman of The Grande HoldingsLimited. (Provisional LiquidatorsAppointed) (“Grande”), a HongKong based group of companiesengaged principally in thedistribution of householdappliances and consumerelectronic products and licensingof trademarks. Grande indirectly,through a wholly-ownedsubsidiary, owns a majority ofthe Company’s outstanding CommonStock. Mr. Ho also currentlyserves as Chairman of LafeCorporation Limited, a companylisted on the Singapore Exchange.Mr. Ho graduated with a Bachelorof Commerce degree from theUniversity of Toronto in 1974. Heis a member of the CanadianInstitute of CharteredAccountants as well as a memberof the Society of ManagementAccountants of Canada. He also isa certified public accountant(Hong Kong) and a member of theHong Kong Institute of CertifiedPublic Accountants. He was apartner in an internationalaccounting firm before joiningGrande and has extensiveexperience in corporate finance,international trade andmanufacturing.                     Based on Mr. Ho’s position asChairman of Grande and hisexperience in the consumerelectronics industry, the Boardof Directors (“the Board”)believes that he is wellqualified to serve as a directorof the Company.           Adrian Ma  66   2006  Adrian Ma, a director of theCompany since March 2006, hasbeen the Company’s ChiefExecutive Officer since March2006 and also served as itsChairman from March 2006 throughJuly 2006. In addition, he hasmore than 30 years experience asan Executive Chairman, ExecutiveDirector and Managing Director ofvarious organizations focusedprimarily in the consumerelectronics industry. He isDirector of Lafe CorporationLimited and Chairman of SansuiElectric Co., Ltd. and a fellowmember of The Institute ofChartered Accountants in England& Wales.                     Based on Mr. Ma’s experience inthe consumer electronicsindustry, and his role as ChiefExecutive Officer of the Company,the Board believes that he iswell qualified to serve as adirector of the Company.           Duncan Hon  50   2009  Duncan Hon, a director of theCompany since February 2009, hasbeen the Company’s Deputy ChiefExecutive Officer since November2009. In addition, Mr. Hon wasappointed as a director of Grandein January 2011. Mr. Hon alsoserves as Chief Executive Officerof the Branded DistributionDivision of Grande. Mr. Honcurrently serves as a directorand Vice Chairman of the Board ofSansui Electric Co. Ltd., whichis listed on the Tokyo StockExchange, and also serves as adirector of several of Grande’snon-listed subsidiaries. From2004 to 2007, Mr. Hon served as adirector of Smart KeenInternational Limited, a HongKong company, providing financialconsulting services. He is amember of the Hong Kong Instituteof Certified Public Accountantsand the Association of CharteredCertified Accountants.Based on Mr. Hon’s role as DeputyChief Executive Officer of theCompany, his experience inmanagement and accounting, andhis position as a director andexecutive of Grande, the Boardbelieves that he is wellqualified to serve as a directorof the Company.
 
3

Table of Contents
                  **Year**          **First**          **Became**   **Name**  **Age**   **Director**  **Principal Occupation or Employment**Eduard Will (1)(3)  69   2006  Eduard Will has been theCompany’s Vice Chairman sinceOctober 2007 and a director sinceJuly 2006. From July 2006 untilOctober 2007, Mr. Will served asthe Company’s President- NorthAmerican Operations. Prior tobecoming President- NorthAmerican Operations, Mr. Will wasthe Chairman of the Company’sAudit Committee from January 2006through July 2006. From 2001 to2002 Mr. Will served as ChiefExecutive Officer of BocaResearch, Inc. Mr. Will has morethan 38 years experience as amerchant banker, senior advisorand director of various publicand private companies. Presently,Mr. Will is serving on the Boardof Directors or acting as SeniorAdviser to Ricco Capital(Holdings) Ltd. (Hong Kong),South East Group (Hong Kong) andIntegrated Data Corporation.Based on Mr. Will’s background inmerchant banking and service on avariety of corporate boards, theBoard believes that he is wellqualified to serve as a directorof the Company.           Mirzan Mahathir (1)(3)  52   2007  Mirzan Mahathir has been adirector since December 2007. Mr.Mahathir currently manages hisinvestments in Malaysia andoverseas while facilitatingbusiness collaboration in theregion. Previously, Mr. Mahathirworked for IBM Corporation andSalomon Brothers. Between 1992and 2007, Mr. Mahathir served asthe Executive Chairman andPresident of Konsortium LogistikBerhad, a Malaysian logisticsolutions provider listed on theBursa Malaysia. He also is theChairman and CEO of CrescentCapital Sdn Bhd, a Malaysianinvestment holding andindependent strategic andfinancial advisory firm which hefounded and the President of theAsian Strategy and LeadershipInstitute (ASLI), a leadingorganizer of businessconferences, secretariat forbusiness councils and publicpolicy research centre.Currently, Mr. Mahathir holdsdirectorships in PetronCorporation, AHB Holdings Berhadand Lafe Corporation Limited,companies listed on thePhilippine Stock Exchange, BursaMalaysia, and the SingaporeExchange respectively. He is alsoa member of the Wharton BusinessSchool Asian Executive Board.During the past five years, Mr.Mahathir also served as a memberof the UN/ESCAP Business AdvisoryCouncil                     Based on Mr. Mahathir’s executivemanagement and directorshipexperience, the Board believesthat he is well qualified toserve as a director of theCompany.           Kareem E. Sethi (2)(3)  34   2007  Kareem E. Sethi has been adirector since December 2007. Mr.Sethi has served as ManagingDirector of Streetwise CapitalPartners, Inc. since 2003. From1999 until 2003, Mr. Sethi wasManager, Business RecoveryServices forPricewaterhouseCoopers Inc.                     Based on Mr. Sethi’s experiencein accounting, corporate financeand portfolio management, theBoard believes that he is wellqualified to serve as a directorof the Company.           Terence A. Snellings(1)(2)  61   2008  Terence A. Snellings has been adirector since August 2008.Until December 2009, Mr.Snellings served as Director ofFinance and Administration ofRefugee Resettlement andImmigration Services of Atlanta,Inc., a non-profit agency thatprovides an entry into theAmerican culture for refugees.From 1986 until April 2006, Mr.Snellings served as ManagingDirector of Wachovia Services,Ltd., where he managed investmentbanking origination activities ofthe Asia-Pacific Group withinWachovia Securities Corporate andInvestment Banking Division.                     Based on Mr. Snellings’experience in internationalbanking and finance, the Boardbelieves that he is wellqualified to serve as a directorof the Company.    (1) Member of the Corporate Governance, Nominating and CompensationCommittee (2) Member of the Audit Committee (3) Member of the Related Party Transaction Review Committee
 
4

Table of Contents
**Board of Directors and Committees**The Company’s Board of Directors presently consists of seven directors and, other than theresignation from the Board of Directors of Mr. Pitts on September 3, 2010, its composition isunchanged since the beginning of the Company’s fiscal year ended March 31, 2011 (“Fiscal 2011”) —Messrs. Ho, Ma, Hon, Will, Mahathir, Sethi and Snellings currently serve on the Company’s Board ofDirectors. The Board of Directors has determined that four of the seven current directors, Messrs.Will, Mahathir, Sethi and Snellings, meet the definition of independence as established by the NYSEAmex listing rules.The Company’s Board of Directors has three standing committees, the Audit Committee, which isa separately-designated standing audit committee established in accordance with Rule 10A-3 of theExchange Act, the Corporate Governance, Nominating and Compensation Committee and the Related PartyTransaction Review Committee.The Company’s Audit Committee currently consists of Mr. Sethi and Mr. Snellings, both of whomthe Board has determined meet the definition of independence as established by the NYSE Amexlisting rules and SEC rules, and its composition is unchanged since the beginning of Fiscal 2011.Mr. Sethi is currently the Chairman of the Audit Committee and the “audit committee financialexpert.” Pursuant to Section 803(B)(2)(c) of the NYSE Amex Company Guide (the “Company Guide”), asa smaller reporting company, the Company is required to have an audit committee of at least twoindependent members, as defined by the listing standards of the NYSE Amex.The Audit Committee is empowered by the Board of Directors, among other things, to: (i) serveas an independent and objective party to monitor the Company’s financial reporting process,internal control system and disclosure control system; (ii) review and appraise the audit effortsof the Company’s independent accountants; (iii) assume direct responsibility for the appointment,compensation, retention and oversight of the work of the outside auditors and for the resolution ofdisputes between the outside auditors and the Company’s management regarding financial reportingissues; and (iv) provide the opportunity for direct communication among the independentaccountants, financial and senior management and the Board of Directors. A copy of the Company’sAudit Committee Charter is posted on the Company’s website: www.emersonradio.com on the InvestorRelations page.Director QualificationsThe Board of Directors believes that the Company and its stockholders are best served byhaving leadership personnel from the Company’s principal stockholder and individuals who haveextensive experience in the Company’s industry and knowledge of the Company’s competitive landscapeserve on its board of directors. The Board of Directors also believes that the backgrounds andqualifications of its directors, considered as a group, should provide a composite mix ofexperience, knowledge and abilities that will allow the Board of Directors to fulfill itsresponsibilities. Please refer to the biographies of each of the Company’s directors for adiscussion of the specific experience, qualifications, attributes or skills that led to theconclusion that each individual should serve as a director.
 
5

Table of Contents
**Codes of Ethics**The Company has adopted a Code of Ethics for Senior Financial Officers (“Code of Ethics”) thatapplies to its Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer,Controller and Treasurer. This Code of Ethics was established with the intention of focusing SeniorFinancial Officers on areas of ethical risk, providing guidance to help them recognize and dealwith ethical issues, providing mechanisms to report unethical conduct, fostering a culture ofhonesty and accountability, deterring wrongdoing and promoting fair and accurate disclosure andfinancial reporting.The Company has also adopted a Code of Conduct for Officers, Directors and Employees ofEmerson Radio Corp. and Its Subsidiaries (“Code of Conduct”). We prepared this Code of Conduct tohelp all officers, directors and employees understand and comply with its policies and procedures.Overall, the purpose of the Company’s Code of Conduct is to deter wrongdoing and promote (i) honestand ethical conduct, including the ethical handling of actual or apparent conflicts of interestbetween personal and professional relationships; (ii) full, fair, accurate, timely andunderstandable disclosure in reports and documents that the Company files with, or submits to, theSEC and in other public communications made by the Company; (iii) compliance with applicablegovernmental laws, rules and regulations; (iv) prompt internal reporting of code violations to anappropriate person or persons identified in the Code of Conduct; and (v) accountability foradherence to the Code of Conduct.The Code of Ethics and the Code of Conduct are posted on the Company’s website:www.emersonradio.com on the Investor Relations page. If the Company makes any substantiveamendments to, or grant any waiver (including any implicit waiver) from a provision of the Code ofEthics or the Code of Conduct, and that relates to any element of the Code of Ethics definitionenumerated in Item 406 (b) of Regulation S-K, the Company will disclose the nature of suchamendment or waiver on its website or in a current report on Form 8-K.**Executive Officers**The following table sets forth certain information regarding the executive officers ofEmerson:             **Year****Name** **Age** **Position** **Became Officer**Adrian Ma 66 Chief Executive Officer and Director 2006Duncan Hon 50 Deputy Chief Executive Officer and Director 2009Andrew L. Davis 43 Executive Vice President and Chief Financial Officer 2010**Adrian Ma**has served as the Company’s Chief Executive Officer since March 2006 and served asthe Company’s Chairman of the Board of Directors from March 2006 through July 2006. Mr. Macontinues to serve as a director of the Company. See Mr. Ma’s biographical information above.**Duncan Hon**has served as the Company’s Deputy Chief Executive Officer since November 2009 anda director of the Company since February 2009. See Mr. Hon’s biographical information above.**Andrew L. Davis**has served as the Company’s Executive Vice President and Chief FinancialOfficer since September 2010. Mr. Davis also serves as Secretary and Treasurer of the Company,positions to which he was elected in November 2007 and July 2010, respectively. Previously, Mr.Davis served as Vice President, Finance and Corporate Controller of the Company since joining theCompany in August 2007. Prior to joining the Company, Mr. Davis held various executive andmanagerial positions in accounting and finance with several companies, most recently CA, Inc., andprior to that, ce Global Sourcing AG. Mr. Davis is a C.P.A., holds a B.B.A. in Accounting from IowaState University and an M.B.A. from the University of Connecticut.
 
6

Table of Contents
**Section 16(a) Beneficial Ownership Reporting Compliance**Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),requires the Company’s directors, officers, and stockholders who beneficially own more than 10% ofany class of its equity securities registered pursuant to Section 12 of the Exchange Act, to fileinitial reports of ownership and reports of changes in ownership with respect to the Company’sequity securities with the Securities and Exchange Commission and the NYSE Amex. All reportingpersons are required to furnish the Company with copies of all reports that such reporting personsfile with the Securities and Exchange Commission pursuant to Section 16(a) of the Exchange Act.Except as set forth below, based solely upon a review of Forms 3 and 4 and amendments to theseforms furnished to the Company, and Forms 5, along with amendments thereto, all parties subject tothe reporting requirements of Section 16(a) timely filed all such required reports during and withrespect to Fiscal 2011.
 
7

Table of Contents
Deutsche Bank AG filed a Form 4 on February 9, 2011 reporting a purchase of 2,552 shares ofthe Company’s Common Stock which it made on December 17, 2010.**ITEM 11** **— EXECUTIVE COMPENSATION AND OTHER INFORMATION****Summary Compensation Table**The following Summary Compensation Table sets forth information concerning compensation forservices rendered in all capacities to the Company and its subsidiaries for Fiscal 2011 and Fiscal2010 which was awarded to, earned by or paid to each person who served as the Company’s principalexecutive officer at any time during Fiscal 2011, the two most highly compensated executiveofficers other than the principal executive officer who were serving as executive officers as ofMarch 31, 2011 and up to two additional individuals for whom disclosure would have been providedbut for the fact that the individual was not serving as an executive officer of the smallerreporting company as of March 31, 2011 (collectively, the “Named Executive Officers”).                               **All Other**    **Name and** **Fiscal**         **Compensation**    **Principal Position** **Year** **Salary($)**  **Bonus($)(1)**  **($)**  **Total ($)** Adrian Ma 2011 $350,000   —   —  $350,000 President and Chief Executive Officer 2010 $350,000   —   —  $350,000 Duncan Hon 2011 $375,000   —  $65,031(3) $440,031 Deputy Chief Executive Officer 2010 $150,000(2) $100,000  $87,404(3) $337,404 Andrew L. Davis (4) 2011 $258,333   —  $12,751(5) $271,084 Chief Financial Officer 2010 $229,349   —  $13,490(5) $242,839 Greenfield Pitts (6) 2011 $108,974   —  $86,382(5)(7) $195,356 Former Chief Financial Officer 2010 $250,000   —  $20,153(5) $270,153     (1) Represents bonus paid for such fiscal year. (2) Mr. Hon was appointed as the Company’s Deputy Chief Executive Officer on November 10, 2009and began receiving a salary effective October 1, 2009. (3) Represents $58,704 and $85,000 paid by the Company on behalf of Mr. Hon to settle Mr. Hon’sU.S. federal and state income tax liabilities related to U.S. sourced income earned by himfrom all sources in fiscal 2011 and fiscal 2010, respectively, and $6,327 and $2,404 paid bythe Company for medical insurance for Mr. Hon during fiscal 2011 and fiscal 2010,respectively. (4) Mr. Davis was appointed as the Company’s Executive Vice President and Chief Financial Officereffective September 3, 2010. (5) Represents the incremental cost to the Company of all personnel benefits, including match forits 401(K) plan, and to our Named Executive Officers. Such personnel benefits are available toall employees of the Company in accordance with the Company’s standard employment practices. (6) Mr. Pitts resigned from his positions as Executive Vice President and Chief Financial Officerof Emerson Radio Corp. effective September 3, 2010. Mr. Pitts entered into a consultingagreement with the Company for a period of one year, beginning September 4, 2010. (7) Includes consulting fees of $71,875 paid to Mr. Pitts by the Company under the terms of theconsulting agreement referred to in footnote (6) above.**Employment Agreements.**During Fiscal 2011, the Company had employment agreements with certain of its Named ExecutiveOfficers, each of which is described below.
 
8

Table of Contents
*Duncan Hon.*Duncan Hon, our Deputy Chief Executive Officer, entered into an employmentagreement with Emerson Radio Corp. effective as of October 1, 2009, which set forth the terms andconditions pursuant to which Mr. Hon would serve as the Company’s Deputy Chief Executive Officer.The agreement provided for an annual base salary of $300,000 and a discretionary bonus at the endof the Company’s fiscal year as recommended by the Board of Directors. The initial term expired onSeptember 30, 2010. During the term extensions, the Company had the right to terminate theagreement upon 90 days prior written notice and Mr. Hon hadthe right to terminate the agreement upon 90 days prior written notice. The agreement allowsfor increases or decreases to Mr. Hon’s annual base salary, and on September 8, 2010, the Company’sBoard of Directors approved an increase in Mr. Hon’s annual base salary to $375,000. Such salaryincrease was made effective retroactive to April 1, 2010. On March 24, 2011, Mr. Hon and EmersonRadio Corp. agreed that this employment agreement would be terminated and of no further force andeffect effective at the close of business on March 31, 2011. Effective April 1, 2011, Mr. Honentered into an employment agreement with a wholly-owned, indirect subsidiary of the Company, whichsets forth the terms and conditions pursuant to which Mr. Hon will serve as the Company’s DeputyChief Executive Officer. The agreement provides for an annual base salary of 2,925,000 Hong KongDollars (“HKD”) and an annual discretionary bonus payable at any time as recommended by the Boardof Directors. The contract extends until the earlier of the retirement of Mr. Hon on the first dayof the following month immediately after his 60th birthday, or the termination of theagreement by either the Company or Mr. Hon upon the delivery from one to the other of one monthprior written notice.*Greenfield Pitts.*Greenfield Pitts, our former Chief Financial Officer, entered into anemployment agreement with the Company on April 3, 2007, which set forth the terms and conditionspursuant to which Mr. Pitts would serve as the Company’s Chief Financial Officer. The agreementprovided for an annual base salary of $250,000 and a discretionary bonus at the end of theCompany’s fiscal year as recommended by the Board of Directors. The initial term expired on March31, 2008. During the term extensions, the Company had the right to terminate the agreement upon 90days prior written notice and Mr. Pitts had the right to terminate the agreement upon 90 days priorwritten notice. On September 3, 2010, Mr. Pitts and the Company agreed that this employmentagreement would be terminated and of no further force and effect effective at the close of businesson September 3, 2010. Mr. Pitts entered into a consulting agreement with the Company for a periodof one year, beginning September 4, 2010.*Andrew L. Davis*. Andrew L. Davis, our Executive Vice President and Chief Financial Officer,entered into an employment agreement with the Company on August 1, 2007, which provided that Mr.Davis shall serve as the Company’s Vice President Finance and Corporate Controller. The agreementprovides for an annual base salary of $225,000 and a discretionary bonus at the end of theCompany’s fiscal year as recommended by the Board of Directors. The initial term expired on July31, 2008. During the term extensions, the Company has the right to terminate the agreement upon 90days prior written notice and Mr. Davis has the right to terminate the agreement upon 90 days priorwritten notice. In connection with his appointment as Executive Vice President and Chief FinancialOfficer, the Company entered into an amendment to its existing employment agreement with Mr. Davisdated September 3, 2010 pursuant to which Mr. Davis’s base salary was increased to $275,000effective as of September 3, 2010.**Outstanding Equity Awards at Fiscal Year End**None of the Company’s Named Executive Officers held any outstanding equity awards at March 31,2011.**Compensation of Directors**During Fiscal 2011, our directors who were not employees (“Outside Directors”), specificallyMessrs. Ho, Mahathir, Sethi, Snellings and Will were paid $78,458, $80,000, $80,000, $70,870 and$80,000, respectively, for serving on the Board of Directors and on our various committees duringthe period. The Company does not compensate directors who are employees of the Company for theirservices as directors.Outside Directors are each paid an annual director’s fee of $50,000. The Outside Directorserving as the Chairman of the Board receives an additional annual fee of $20,000. Each OutsideDirector serving on a committee of the Board of Directors receives an additional fee of $15,000 perannum with no additional fee for serving as chairman of a committee. The Company does not pay anyadditional fees for attendance at meetings of the Board of Directors or the committees. Alldirectors’ fees are paid in four equal quarterly installments per annum and are pro-rated insituations where an Outside Director serves less than a full one year term.Additionally, each Outside Director is eligible to participate in the Company’s 2004Non-Employee Outside Director Stock Option Plan. The Company’s directors are reimbursed theirexpenses for attendance at meetings.
 
9

Table of Contents
The following table provides certain information with respect to the compensation earned orpaid to the Company’s Outside Directors during Fiscal 2011.**Directors Compensation**               **Fees**         **Earned**  **All Other**      **or Paid in**  **Compensation**    **Name** **Cash ($)**  **($)**  **Total ($)** Christopher Ho $78,458  $0  $78,458 Mirzan Mahathir $80,000  $0  $80,000 Kareem E. Sethi $80,000  $0  $80,000 Terence A. Snellings $70,870  $0  $70,870 Eduard Will $80,000  $113,547(1)(2) $193,547     (1) Prior to Fiscal 2010, the Company had a policy of offering to provide health care insuranceto each of its Outside Directors. Mr. Will is the only current Outside Director who elected toreceive health care insurance through the Company. During Fiscal 2010, the Company decided toreverse this policy with retroactive effect and to recover the monies paid for such healthcare insurance from the applicable Outside Directors by offsetting such monies against futureboard fees over a thirty month period. Accordingly and as agreed between the Company and Mr.Will, the Company will be recovering over a thirty month period the $28,177 it paid for Mr.Will’s health insurance premiums after the date on which Mr. Will became an Outside Directorand through March 31, 2010. Furthermore, the Company paid $16,233 for cell phone charges forMr. Will after the date on which Mr. Will became an Outside Director and through March 31,2010, and, as agreed between the Company and Mr. Will, the Company will be recovering suchmonies by offsetting against future board fees over a thirty month period.   During Fiscal 2011, the Company recovered $11,970 from Mr. Will in accordance with terms of theabove arrangement.(2) During Fiscal 2011, the Company paid $113,547 to Mr. Will for work performed by Mr. Willrelated to a shareholder derivative lawsuit that the Company settled in January 2011.**ITEM 12** **— SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERMATTERS**The following table sets forth, as of July 29, 2011, the beneficial ownership of (i) eachcurrent director; (ii) each of the Company’s Named Executive Officers; (iii) the Company’s currentdirectors and executive officers as a group; and (iv) each stockholder known by the Company to ownbeneficially more than 5% of the Company’s outstanding shares of common stock. Common stockbeneficially owned and percentage ownership as of July 29, 2011 was based on 27,129,832 sharesoutstanding. Except as otherwise noted, the address of each of the following beneficial owners isc/o Emerson Radio Corp., 85 Oxford Drive, Moonachie, New Jersey 07074.           **Amount and Nature of**    **Name and Address of Beneficial Owners** **Beneficial Ownership (1)**  **Percent of Class (1)** Christopher Ho (2)  (2)  (2)Adrian Ma  0   0%Duncan Hon  0   0%Mirzan Mahathir  0   0%Kareem E. Sethi  0   0%Terence A. Snellings  0   0%Eduard Will (3)  50,000   * Andrew L. Davis  0   0%Greenfield Pitts  0   0%Deutsche Bank AG  (4)  (4)All Directors and Executive Officers as a Group (8 persons) (5)  (5)  (5)    (*) Less than one percent.
 
10

Table of Contents
   (1) Based on 27,129,832 shares of common stock outstanding as of July 29,2011. Each beneficial owner’s percentage ownership of common stock isdetermined by assuming that options that are held by such person (butnot those held by any other person) and that are exercisable orconvertible within 60 days of July 29, 2011 have been exercised.Except as otherwise indicated, the beneficial ownership table does notinclude common stock issuable upon exercise of outstanding options,which are not currently exercisable within 60 days of July 29, 2011.Except as otherwise indicated and based upon the Company’s review ofinformation as filed with the U.S. Securities and Exchange Commission(“SEC”), the Company believes that the beneficial owners of thesecurities listed have sole investment and voting power with respectto such shares, subject to community property laws where applicable. (2) Grande has advised the Company that, as of July 29, 2011, one of itsindirect subsidiaries, S&T International Distribution Ltd. (“S&T”),held beneficially 15,243,283 shares, or approximately 56.2% of theoutstanding common stock of Emerson (the “Shares”). As the solestockholder of S&T, Grande N.A.K.S. Ltd. (“N.A.K.S.”) may be deemed toown beneficially the Shares. As the sole stockholder of N.A.K.S.,Grande may be deemed to own beneficially the Shares. Mr. Ho is one ofthe beneficiaries under a discretionary trust which owns approximately70% of the capital stock of Grande. Information with respect to theownership of these shares was obtained from disclosures containedwithin a Schedule 13D/A filed on October 19, 2009 by Grande andinformation obtained from Grande. The Shares include 3,391,967 shares(the “Pledged Shares”) which, according to public filings made byDeutsche Bank AG (“Deutsche Bank”) in March 2010 had previously beenpledged to Deutsche Bank to secure indebtedness owed to it. InFebruary 2011, Deutsche Bank filed a Schedule 13G with the Securitiesand Exchange Commission stating that Deutsche Bank had sole voting andsole dispositive power over the Pledged Shares (which representapproximately 12.5% of the Company’s outstanding common stock) — seealso footnote (4) below. The Company believes that both Grande andDeutsche Bank have claimed beneficial ownership of the Pledged Shares.As of July 29, 2011, the Company has not been able to verifyindependently the beneficial ownership of the Pledged Shares. (3) Mr. Will’s ownership consists of options to purchase 50,000 shares ofthe Company’s common stock pursuant to Emerson’s 2004 Non-EmployeeDirector Stock Option Plan that are exercisable within 60 days of July29, 2011. (4) Deutsche Bank AG has stated in a Schedule 13G filed with the SEC onFebruary 11, 2011, that it has sole voting and dispositive power withrespect to 3,391,967 shares of the Company’s Common Stock;specifically, that Deutsche Bank AG, London Branch, a subsidiary ofDeutsche Bank AG, has sole voting and dispositive power over 3,389,401shares of the Company’s Common Stock and Deutsche Bank SecuritiesInc., a subsidiary of Deutsche Bank AG, has sole voting anddispositive power over 2,566 shares of the Company’s Common Stock.The address for Deutsche Bank AG is Theodor-Heuss-Allee 70, 60468Frankfurt am Main, Federal Republic of Germany — see also footnote(2) above. (5) See footnotes (2) and (3).**Equity Compensation Plan Information**The following table gives information about the Company’s common stock that may be issued uponthe exercise of options and rights under its 1994 Stock Compensation Program, 1994 Non-EmployeeDirector Stock Option Plan, Emerson Radio Corp. 2004 Employee Stock Incentive Plan and 2004Non-Employee Outside Director Stock Option Plan, as of March 31, 2011 (the “Plans”). The 1994 Plansexpired in July 2004 and the remaining Plans are the only equity compensation plans in existence asof March 31, 2011.               **Number of securities to be**  **Weighted average exercise**  **Number of securities**   **issued upon exercise of**  **price of outstanding**  **remaining available for**   **outstanding options,**  **options, warrants and**  **future issuance under**   **warrants and rights**  **rights**  **equity compensation plans** Equitycompensation plansapproved bysecurity holders  50,000  $3.13   2,950,000 **ITEM 13** **— CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE**From time to time, Emerson engages in business transactions with its controlling shareholder,The Grande Holdings Limited (Provisional Liquidators Appointed) and its direct and indirectsubsidiaries (“Grande”). Set forth below is a summary of such transactions.
 
11

Table of Contents
***Majority Shareholder****Grande’s Ownership Interest in Emerso*n. Grande has advised the Company that, as of March 31,2011, one of its indirect subsidiaries held beneficially 15,243,283 shares or approximately 56.2%of the outstanding common stock of Emerson. That number of shares includes 3,391,967 shares (the“Pledged Shares”) which, according to public filings made by Deutsche Bank AG (“Deutsche Bank”) inMarch 2010 had previously been pledged to Deutsche Bank to secure indebtedness owed to it. InFebruary 2011, Deutsche Bank filed a Schedule 13G with the Securities and Exchange Commissionstating that Deutsche Bank had sole voting and sole dispositive power over the Pledged Shares(which represent approximately 12.5% of the Company’s outstanding common stock). The Companybelieves that both Grande and Deutsche Bank have claimed beneficial ownership of the PledgedShares. As of July 29, 2011, the Company has not been able to verify independently the beneficialownership of the Pledged Shares.***Related Party Transactions******Leases and Other Real Estate Transactions.****Rented Space in Hong Kong*Effective January 1, 2010, Emerson entered into a lease agreement with Lafe Properties (HongKong) Limited (“Lafe”), pursuant to which Emerson rented 36,540 square feet from Lafe for thepurpose of housing its Hong Kong based office personnel and for its use to refurbish certainreturned products. This lease agreement expired on December 31, 2010 and was renewed for a one yearperiod on substantially the same terms during December 2010, and therefore now expires on December31, 2011. Per information obtained from Grande, on December 31, 2010, Lafe was sold by itsimmediate holding company to an independent third party. As such, the Company is no longerconsidering Lafe to be a related party to the Company beginning December 31, 2010.Rent expense and related service charges associated with this lease agreement totaledapproximately $552,000 for the twelve months ended March 31, 2011. Related service chargesassociated with this lease agreement that the Company continues to procure from certainsubsidiaries of Grande totaled approximately $39,000 for the three month period ended June 30,2011. The rent expense and related service charges associated with this lease agreement isincluded in the Consolidated Statements of Operations as a component of selling, general, andadministrative expenses.Emerson owed Grande approximately $1,700 pertaining to rental related service charges at March31, 2011.*Rented Space in the People’s Republic of China*In December 2008, Emerson signed a lease agreement with Akai Electric (China) Co., Ltd. (“AkaiChina”), a subsidiary of Grande prior to its disposal on December 24, 2010, concerning the rentalof office space, office equipment, and lab equipment for Emerson’s quality assurance personnel inZhongshan, People’s Republic of China. The lease term began in July 2007 and ended by its terms inJune 2009, at which time the agreement renewed automatically on a month-by-month basis unlesscanceled by either party. The agreement was cancelled in May 2011.On December 24, 2010, Grande announced that it sold Capetronic Group Ltd. (“Capetronic”) to apurchaser who, along with its beneficial owner, are third parties independent of Grande and itsconnected persons, as defined in the Listing Rules to the best of Grande’s and its directors’knowledge, information and belief, having made all reasonable enquiries (the “Sale”). As Akai Chinawas a subsidiary of Capetronic at the time of the Sale, and was disposed of along with Capetronicby Grande, the Company is no longer considering Akai China to be a related party to the Companybeginning December 24, 2010.
 
12

Table of Contents
Rent charges with Akai China totaled approximately $85,000 for the twelve months ending March 31,2011.***Other.***During the twelve months ending March 31, 2011, Emerson paid consulting fees and relatedexpense reimbursements of approximately $114,000 and approximately $23,000, respectively, to Mr.Will for work performed by Mr. Will related to a shareholder derivative lawsuit that the Companysettled in January 2011. In May 2010, Emerson signed an agreement with Mr. Will, which formalizedthe arrangement and commits Emerson to paying a consulting fee of a minimum of $12,500 per quarterto Mr. Will relating to this lawsuit. During the three months ending June 30, 2011. Emerson paidconsulting fees and related expense reimbursements of approximately $3,400 and approximately$2,900, respectively, to Mr. Will for work performed by Mr. Will related to the aforementionedlawsuit.In May 2011, Emerson paid a travel advance of $15,500 to Mr. Will for anticipatedEmerson-related business travel to occur in a future period.In July 2011, Emerson paid a consulting fee of $3,300 to Mr. Will for work performed by Mr.Will during the months of April through June 2011 on M&A matters.During the twelve months ending March 31, 2011, Akai Sales Pte Ltd. (“Akai Sales”), asubsidiary of Grande, invoiced Emerson approximately $7,300 for travel expenses which Akai Salespaid on Emerson’s behalf and Emerson reimbursed to Akai Sales during fiscal 2011.On April 7, 2010, upon a request made to the Company by its foreign controlling stockholder,S&T, the Company entered into an agreement with S&T whereby the Company returned to S&T on April 7,2010 that portion of the taxes that the Company had withheld from the dividend paid on March 24,2010 to S&T, which the Company believes is not subject to U.S. tax based on the Company’sgood-faith estimate of its accumulated earnings and profits (the “Agreement”). The Company believesthis transaction results in an off-balance sheet arrangement, which is comprised of a possiblecontingent tax liability of the Company, which, if recognized, would be offset by the calling bythe Company on S&T of the indemnification provisions of the Agreement. Per the terms of theAgreement, Emerson invoiced S&T in June 2010 approximately $42,000 for reimbursement of legal feesincurred by Emerson with regard to the Agreement and approximately $33,000 as a transaction fee forhaving entered into the Agreement. In January 2011, Emerson agreed, upon the request of S&T, towaive approximately $5,000 of the legal charges that had been invoiced to S&T in June 2010. S&Tpaid the full amount owed to Emerson of approximately $70,000 in February 2011. In February 2011,upon the request of S&T to the Company, the Company and S&T agreed the collateral pledged as a partof the Agreement would no longer be required and this collateral was returned by the Company to S&Tin March 2011.**Review and Approval of Transactions with Related Parties**In March 2011, after final court approval and associated appeal and implementation periods ofthe settlement agreement that the Company entered into to bring to a close a shareholder derivativelawsuit, the Company updated its policy regarding the review and approval of transactions withrelated parties to require that all proposed transactions between the Company and related parties,as defined by the Financial Accounting Standard Board’s Accounting Standards Codification Topic 850(ASC 850), which are greater than $100,000 (“Covered RPT Transactions”) be pre-approved by amajority of those directors of the Company who are independent within the meaning of American StockExchange Company Guide § 803(A)(2), as may be amended from time to time. In reviewing andapproving transactions between the Company and related parties, the independent directors are todetermine whether the proposed transaction is entirely fair to the Company and in the Company’sbest interest. For purposes of the policy, related parties means (i) an officer or director of theCompany or the member of the immediate family of any of them or (ii) any other corporation,partnership, association, limited liability company, limited liability partnership, trust or otherentity or organization in which one or more of the Company’s officers or directors are (a)directors, officers, trustees or other fiduciaries or (b) have a financial interest.Prior to this change, the Company’s policy had required all Covered RPT Transactions to bepre-approved by the Related Party Transaction Committee of the Board of Directors, in accordancewith the Related Party Transaction Review Committee charter. All other components of the policywere substantially the same as the current policy.
 
13

Table of Contents
**Director Independence**The Company’s Board of Directors presently consists of seven directors — Messrs. Ho, Ma, Hon,Will, Mahathir, Sethi and Snellings. The Board of Directors has determined that four of the sevencurrent directors, Messrs. Will, Mahathir, Sethi and Snellings, meet the definition of independenceas established by the NYSE Amex listing standards.The Company’s Corporate Governance, Nominating and Compensation Committee currently consistsof Messrs. Mahathir (Chairman), Ho, Snellings and Will.The Company’s Audit Committee currently consists of Messrs. Sethi (Chairman) and Snellings.The Company’s Related Party Transaction Review Committee currently consists of Messrs.Mahathir (Chairman), Sethi and Will.**ITEM 14** **— PRINCIPAL ACCOUNTANT FEES AND SERVICES**In accordance with the requirements of the Sarbanes-Oxley Act of 2002 and the AuditCommittee’s charter, all audit and audit-related work and all non-audit work performed by theCompany’s independent accountants, MSPC Certified Public Accountants and Advisors, A ProfessionalCorporation (“MSPC”), is approved in advance by the Audit Committee, including the proposed feesfor such work. The Audit Committee is informed of each service actually rendered. **•** *Audit Fees.*Audit fees billed to the Company by MSPC for the audit of the financialstatements included in the Company’s Annual Reports on Form 10-K, and reviews by MSPC of thefinancial statements included in the Company’s Quarterly Reports on Form 10-Q, for thefiscal years ended March 31, 2011 and 2010 totaled approximately $255,300 and $283,500,respectively. **•** *Audit-Related Fees*. The Company was billed approximately $118,000 and $131,250 by MSPCfor the fiscal years ended March 31, 2011 and 2010, respectively, for assurance and relatedservices that are reasonably related to the performance of the audit or review of theCompany’s financial statements and are not reported under the caption *Audit Fees*above.Audit-related fees were principally related to procedures in connection with the audit ofthe Company’s majority shareholder’s consolidated financial statement for its fiscal yearsended December 31, 2010 and December 31, 2009, portions of which were credited to theCompany’s audit fees for the audit of its financial statements for the fiscal years endedMarch 31, 2011 and March 31, 2010. **•** *Tax Fees.*MSPC billed the Company an aggregate of $66,600 and $73,500 for the fiscalyears ended March 31, 2011 and 2010, respectively, for tax services, principally related tothe preparation of income tax returns and related consultation. **•** *All Other Fees.*The Company was not billed by MSPC for the fiscal years ended March 31,2011 and 2010, respectively, for any permitted non-audit services.Applicable law and regulations provide an exemption that permits certain services to beprovided by the Company’s outside auditors even if they are not pre-approved. The Company has notrelied on this exemption at any time since the Sarbanes-Oxley Act was enacted.
 
14

Table of Contents
**PART IV.****ITEM 15** **— Exhibits, Financial Statement Schedules**a(3) Exhibits. The following exhibits are filed with this Amendment No. to the AnnualReport on Form 10-K/A.     **Exhibit Number** 31.1  Certification of the Company’s Chief Executive Officerpursuant to 18 U.S.C. Section 1350, as adopted pursuantto Section 302 of the Sarbanes-Oxley Act of 2002.      31.2  Certification of the Company’s Chief Financial Officerpursuant to 18 U.S.C. Section 1350, as adopted pursuantto Section 302 of the Sarbanes-Oxley Act of 2002.      32  Certification of the Company’s Chief Executive Officerand Chief Financial Officer pursuant to 18 U.S.C.Section 1350, as adopted pursuant to Section 906 of theSarbanes-Oxley Act of 2002.
 
15

Table of Contents
**SIGNATURES**Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, asamended, the Registrant has duly caused this Amendment No. 1 on Form 10-K/A to the Registrant’sAnnual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.     **EMERSON RADIO CORP.**